Clipper Realty(CLPR) - 2025 Q1 - Quarterly Report

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS This section highlights that the report contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially - The report contains forward-looking statements regarding the Company's financial position, business strategy, and future operations, identified by words like "may," "will," "expect," and "anticipate." These statements involve risks and uncertainties that could cause actual results to differ materially[9] - Key risks include dependency on two commercial leases with the City of New York (one terminating August 23, 2025, the other expiring December 27, 2025), the impact of inflation on property costs, market and economic conditions affecting occupancy and capital access, changes in rent stabilization regulations, and risks related to financing and property damage[11] PART I – FINANCIAL INFORMATION ITEM 1. CONDENSED FINANCIAL STATEMENTS This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, changes in equity, and cash flows for the periods ended March 31, 2025, and December 31, 2024 (balance sheet) or March 31, 2024 (other statements). It also includes detailed notes on the company's organization, significant accounting policies, debt obligations, rental income, fair value measurements, commitments, contingencies, related-party transactions, segment reporting, asset impairment, and subsequent events CONSOLIDATED BALANCE SHEETS This section provides a summary of the company's financial position at specific dates, detailing assets, liabilities, and equity Balance Sheet Data | Metric | March 31, 2025 (unaudited) | December 31, 2024 | | :----------------------------------- | :------------------------- | :------------------ | | Total Assets | $1.262 billion | $1.287 billion | | Total Liabilities | $1.315 billion | $1.301 billion | | Total Equity (Deficit) | $(52.8) million | $(14.2) million | - Total assets decreased by $24.9 million from December 31, 2024, to March 31, 2025, primarily due to a decrease in investment in real estate, net, and the classification of $45.9 million as Assets Held for Sale[14] - Total equity (deficit) worsened significantly, decreasing from $(14.2) million at December 31, 2024, to $(52.8) million at March 31, 2025[14] CONSOLIDATED STATEMENTS OF OPERATIONS This section presents the company's financial performance over specific periods, detailing revenues, expenses, and net loss Statements of Operations Data | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change (YoY) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | :------------- | | Total Revenues | $39.4 million | $35.8 million | +10.2% | | Total Operating Expenses | $63.0 million | $26.7 million | +136.0% | | Income from Operations | $(23.6) million | $9.1 million | -359.9% | | Net Loss | $(35.1) million | $(2.7) million | -1216.7% | | Basic and Diluted Net Loss per Share | $(0.86) thousand | $(0.09) thousand | -855.6% | - The significant increase in total operating expenses and net loss for the three months ended March 31, 2025, was primarily driven by a $33,780 thousand loss on impairment of a long-lived asset[16][149][156] CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY This section outlines the changes in the company's equity over specific periods, including net loss and distributions Statements of Changes in Equity Data | Metric | Balance December 31, 2024 | Balance March 31, 2025 | | :-------------------------- | :------------------------ | :--------------------- | | Total stockholders' equity (deficit) | $(5.4) million | $(20.1) million | | Non-controlling interests | $(8.8) million | $(32.7) million | | Total Equity (Deficit) | $(14.2) million | $(52.8) million | - The total equity deficit increased from $(14.2) million to $(52.8) million, primarily due to a net loss of $(35.1) million and dividends/distributions of $(4.6) million[19] CONSOLIDATED STATEMENTS OF CASH FLOWS This section details the cash inflows and outflows from operating, investing, and financing activities over specific periods Statements of Cash Flows Data | Cash Flow Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash provided by operating activities | $6,676 thousand | $6,252 thousand | | Net cash used in investing activities | $(9,680) thousand | $(22.2) million | | Net cash provided by financing activities | $5,543 thousand | $19.9 million | | Net (decrease) increase in cash and cash equivalents and restricted cash | $2,539 thousand | $3,972 thousand | - Operating cash flow increased slightly, while investing activities used less cash due to lower capital spending. Financing activities provided significantly less cash in 2025 compared to 2024, primarily due to reduced borrowings[166][167][168] NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements INTRODUCTION TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS This section introduces the basis of preparation for the unaudited condensed consolidated financial statements - The unaudited condensed consolidated financial statements are prepared in accordance with GAAP and SEC rules, with certain information condensed or omitted compared to the annual 10-K[23] 1. Organization This section describes the company's structure, property portfolio, and operating model as a Real Estate Investment Trust (REIT) - As of March 31, 2025, the Company owns a portfolio of residential, retail, and office properties in Manhattan and Brooklyn, including Tribeca House, Flatbush Gardens, 141 Livingston Street, 250 Livingston Street, Aspen, Clover House, 10 West 65th Street, 1010 Pacific Street, and the Dean Street development property[25] - The Company operates as a Real Estate Investment Trust (REIT) and holds a 38.0% interest in the LLCs that own the properties as of March 31, 2025, acting as the primary beneficiary of these variable interest entities[26][27][28] 2. Significant Accounting Policies This section outlines the key accounting principles and methods used in preparing the financial statements, covering segments, asset valuation, revenue recognition, and tax status - The Company has two reportable operating segments: Residential Rental Properties and Commercial Rental Properties, with the CODM reviewing revenue and Income from Operations for each[29] - Real estate assets are carried at historical cost, with improvements capitalized and depreciated. Long-lived assets are reviewed for impairment when circumstances indicate carrying amount may not be recoverable[32][37] - Revenue recognition for leases follows ASC 842, with commercial leases recognized on a straight-line basis and residential leases recognized as earned. Receivables not probable of collection are written off against revenues[48][49][50] - The Company elected to be taxed as a REIT, generally not subject to U.S. federal corporate-level income tax on distributed earnings, provided it meets Code requirements[57] - Basic and diluted net loss per share is computed using the two-class method, including unvested LTIP units as participating securities. No dilutive securities were present as of March 31, 2025 or 2024[63][65] 3. Deferred Costs and Intangible Assets This section provides details on the company's deferred costs and intangible assets, including their net carrying amounts and amortization Deferred Costs and Intangible Assets Data | Category | March 31, 2025 (unaudited) | December 31, 2024 | | :--------------------------------- | :------------------------- | :------------------ | | Total deferred costs and intangible assets | $11,558 thousand | $11,529 thousand | | Less accumulated amortization | $(5,998) thousand | $(5,852) thousand | | Total deferred costs and intangible assets, net | $5,560 thousand | $5,676 thousand | - Amortization of deferred costs, lease origination costs, and in-place lease intangible assets was $26 thousand for both three-month periods ended March 31, 2025 and 2024. Amortization of real estate tax abatements was $120 thousand for both periods[68] 4. Notes Payable This section details the company's outstanding debt obligations, including property-specific loans, maturity dates, interest rates, and related default events Notes Payable Details | Property | Maturity | Interest Rate | March 31, 2025 (in thousands) | | :-------------------------- | :--------- | :------------ | :------------- | | Flatbush Gardens, Brooklyn, NY | 6/1/2032 | 3.125% | $329.0 million | | 250 Livingston Street, Brooklyn, NY | 6/6/2029 | 3.63% | $125.0 million | | 141 Livingston Street, Brooklyn, NY | 3/6/2031 | 3.21% | $100.0 million | | Tribeca House, Manhattan, NY | 3/6/2028 | 4.506% | $360.0 million | | Aspen, Manhattan, NY | 7/1/2028 | 3.68% | $58.984 million | | Clover House, Brooklyn, NY | 12/1/2029 | 3.53% | $82.0 million | | 10 West 65th Street, Manhattan, NY | 11/1/2027 | SOFR + 2.50% | $31.278 million | | 1010 Pacific Street, Brooklyn, NY | 9/15/2025 | 5.55% | $60.0 million | | 1010 Pacific Street, Brooklyn, NY | 9/15/2025 | 6.37% | $20.0 million | | 953 Dean Street, Brooklyn, NY | 8/10/2026 | SOFR + 4% | $104.869 million | | 953 Dean Street, Brooklyn, NY | 8/10/2026 | SOFR + 10% | $10,020 thousand | | Total debt | | | $1.281 billion | - The City of New York intends to terminate its lease at 250 Livingston Street effective August 23, 2025, leading to a loan default due to failure to deposit all revenue into a cash management account. The Company has since complied with the deposit requirement[72][74] - For 141 Livingston Street, the loan servicer alleged default due to missed reserve payments and failure to maintain net worth, leading to loan acceleration and a lawsuit. The Company disputes these claims and is negotiating a lease extension with NYC[78][79][80][81][85][87] - Subsequent to March 31, 2025, the Company refinanced the Dean Street development loans with new agreements totaling $141.750 million, bearing interest at 2.65% plus 1-Month CME Term SOFR (capped at 6% SOFR portion)[100][101][102][103] 5. Rental Income under Operating Leases This section provides details on future minimum cash rents receivable from commercial operating leases and highlights significant tenant dependencies Minimum Future Cash Rents Receivable (Commercial) Summary | Year | Minimum Future Cash Rents Receivable (Commercial) (in thousands) | | :--------- | :------------------------------------------------ | | 2025 (Remainder) | $17.704 million | | 2026 | $5,279 thousand | | 2027 | $4,790 thousand | | 2028 | $3,778 thousand | | 2029 | $3,738 thousand | | Thereafter | $22.479 million | | Total | $57.768 million | - Commercial leases with the City of New York comprised approximately 21% of total revenues for the three months ended March 31, 2025. The lease at 250 Livingston Street terminates August 23, 2025, and negotiations for a five-year extension of the 141 Livingston Street lease (expiring December 2025) are ongoing[108] 6. Fair Value of Financial Instruments This section describes the methodology for determining the fair value of financial instruments and presents the carrying and estimated fair values of notes payable - The fair value of financial instruments is determined using a three-tiered approach (Level 1, 2, 3). The carrying amounts of short-term assets and liabilities approximate fair value[109][112][113] Fair Value of Notes Payable | Metric | March 31, 2025 (unaudited) (in thousands) | December 31, 2024 (in thousands) | | :------------------------------------------ | :------------------------- | :------------------ | | Carrying amount of notes payable | $1.281 billion | $1.275 billion | | Estimated fair value of notes payable (Level 2) | $1.216 billion | $1.210 billion | 7. Commitments and Contingencies This section details the company's legal proceedings, capital improvement commitments, and geographical concentration risks - The Company is involved in several legal proceedings (Kuzmich, Crowe, Horn) related to rent stabilization laws at Tribeca House, with accrued amounts for overcharges and attorney fees. A class action complaint (Sanchez) regarding wage violations is also pending[115][116][117][118][119][121] - A lawsuit was filed by Wells Fargo Bank against the Company and its subsidiary regarding the 141 Livingston Street property loan, demanding sale of the property and payment of amounts due, which the Company intends to vigorously defend[123][124] - The Company is committed to performing up to $27.0 million in capital improvements at Flatbush Gardens over the next 3 years, with approximately $11.0 million spent through March 31, 2025[125][126] - The Company's properties are concentrated in Manhattan and Brooklyn, exposing it to greater economic risks[127] 8. Related-Party Transactions This section reports on transactions with related parties, specifically office and overhead expenses and reimbursable payroll expenses Related-Party Expenses | Expense Type | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Office and overhead expenses | $58 thousand | $47 thousand | | Reimbursable payroll expense (credit) | $(47) thousand | $(15) thousand | 9. Segment Reporting This section provides financial information broken down by the company's operating segments: Commercial and Residential Rental Properties - The Company classifies its operations into Commercial and Residential Rental Properties segments, with the CODM using revenue and Income from Operations to evaluate performance and allocate resources[130][131] Segment Income Statement Data | Metric (Three months ended March 31, 2025) | Commercial (in thousands) | Residential (in thousands) | Total (in thousands) | | :--------------------------------------- | :--------- | :---------- | :------ | | Rental income | $10.208 million | $29.190 million | $39.398 million | | Total operating expenses | $6,544 thousand | $46.435 million | $52.979 million | | Income from operations | $3,664 thousand | $(26.073) million | $(23.581) million | | Net Loss | $1,172 thousand | $(36.275) million | $(35.103) million | Segment Assets Data | Segment Assets | March 31, 2025 (unaudited) (in thousands) | December 31, 2024 (in thousands) | | :--------------- | :------------------------- | :------------------ | | Commercial | $317.837 million | $315.296 million | | Residential | $944.246 million | $971.669 million | | Total | $1.262 billion | $1.287 billion | Capital Expenditures by Segment | Capital Expenditures | Three months ended March 31, 2025 (in thousands) | Three months ended March 31, 2024 (in thousands) | | :------------------- | :-------------------------------- | :-------------------------------- | | Commercial | $634 thousand | $1,219 thousand | | Residential | $10.647 million | $19.719 million | | Total | $11.281 million | $20.938 million | 10. Asset held for sale and impairment of long-lived assets This section discusses the classification of a property as held for sale and the resulting impairment loss recognized - As of March 31, 2025, the 10 West 65th Street property was classified as an asset held for sale, resulting in an impairment loss of $33,780 thousand recorded in the consolidated statement of operations[136][137] 11. Subsequent Events This section reports on significant events that occurred after the balance sheet date, including property sales, loan refinancings, and new credit facilities - On April 2, 2025, the Company entered into an agreement to sell 10 West 65th Street for $45.5 million, expecting to repay approximately $31.2 million in mortgage debt and have $12.0 million in available cash after closing costs[138] - On May 2, 2025, the Company refinanced the Dean Street development loans with new agreements totaling $141.750 million, including a $4,250 thousand shortfall reserve and a $1,550 thousand completion reserve[100][101] - On April 30, 2025, the Company entered into a $10.0 million corporate line of credit with Valley National Bank, drawing $5.0 million on May 1, 2025, and repaying it on May 2, 2025, with proceeds from the new Dean Street loans[104] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section provides a detailed discussion of the Company's financial condition, operational results, and liquidity for the three months ended March 31, 2025, compared to the prior year. It covers an overview of the business, revenue sources, market trends, a breakdown of income statement changes, liquidity and capital resources, income taxes, inflation impact, and reconciliations of non-GAAP financial measures Overview of Our Company This section provides a general description of Clipper Realty Inc.'s business, its focus as a REIT, and its property portfolio in the New York metropolitan area - Clipper Realty Inc. is a self-administered and self-managed REIT focused on acquiring, owning, managing, operating, and repositioning multifamily residential and commercial properties in the New York metropolitan area[141] - As of March 31, 2025, the Company's portfolio includes residential/retail properties in Tribeca and Manhattan, a large residential complex in East Flatbush, commercial properties in Downtown Brooklyn, and the Dean Street development[142][146] - The Company, through its Operating Partnership, owns 37.9% of the aggregate distributions from LLC subsidiaries, with continuing investors holding 62.1% of common stock on a fully diluted basis[143] How We Derive Our Revenue This section explains the primary sources of the company's revenue, mainly from residential, commercial, and retail tenant rents across its two operating segments - Revenue primarily consists of rents from residential, commercial, and retail tenants, categorized into two reportable operating segments: Residential Rental Properties and Commercial Rental Properties[144] Trends This section discusses market trends impacting the company's residential and commercial properties, including occupancy, rental rates, and interest rates - Residential properties experienced elevated occupancy levels and growth in rental rates during Q1 2025 due to a robust New York metro area rental market[145] Average Residential Rent per Sq. Ft. Summary | Property | Average Residential Rent per Sq. Ft. (March 31, 2025) | Average Residential Rent per Sq. Ft. (March 31, 2024) | | :----------------- | :------------------------------------------ | :------------------------------------------ | | Tribeca House | $83.03 thousand | $77.89 thousand | | Flatbush Gardens | $30.80 thousand | $26.80 thousand | | Clover House | $86.74 thousand | $82.66 thousand | - Commercial office markets have been negatively impacted by increased remote working. The City of New York intends to terminate its lease at 250 Livingston Street by August 23, 2025, and the 141 Livingston Street lease expires in December 2025, posing risks for replacement tenants and comparable rents[145][147] - The weighted average interest rate on the Company's debt was approximately 4.0% per annum as of March 31, 2025, benefiting from relatively low interest rates[147] Results of Operations This section provides a detailed analysis of the company's financial performance, explaining changes in revenues, operating expenses, and net loss for the reporting period Metric Summary | Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | Increase (decrease) (in thousands) | % Change | | :--------------------------------- | :-------------------------------- | :-------------------------------- | :------------------ | :--------- | | Residential rental income | $29.190 million | $26.106 million | $3.084 million | 11.8% | | Commercial rental income | $10.208 million | $9.654 million | $554 thousand | 5.7% | | Total revenues | $39.398 million | $35.760 million | $3.647 million | 10.2% | | Property operating expenses | $10.111 million | $8,622 thousand | $1.489 million | 17.3% | | Real estate taxes and insurance | $7,627 thousand | $7,136 thousand | $491 thousand | 6.9% | | General and administrative | $3,825 thousand | $3,551 thousand | $274 thousand | 7.7% | | Depreciation and amortization | $7,636 thousand | $7,379 thousand | $257 thousand | 3.5% | | Impairment of long-lived asset | $33.780 million | $- thousand | $33.780 million | 100% | | Total operating expenses | $62.979 million | $26.688 million | $36.291 million | 136.0% | | Income from operations | $(23.581) million | $9.072 million | $(32.653) million | (359.9)% | | Interest expense, net | $(11.522) million | $(11.738) million | $216 thousand | 1.8% | | Net loss | $(35.103) million | $(2.666) million | $(32.437) million | (1,216.7)% | - Residential rental income increased due to higher rental rates and leased occupancy across properties, while commercial rental income rose due to increased real estate tax reimbursement[149][150] - Operating expenses significantly increased, primarily driven by a $33,780 thousand impairment loss on the 10 West 65th Street property due to its agreed sale[149][156] - Net interest expense decreased slightly due to lower floating interest rates at 10 West 65th Street and Aspen properties[155] Liquidity and Capital Resources This section discusses the company's ability to meet its financial obligations, detailing its cash position, indebtedness, and strategies for funding short-term and long-term needs - As of March 31, 2025, the Company had $1.281 billion in indebtedness, $21.3 million in cash and cash equivalents, and $17.8 million in restricted cash[158] - Short-term liquidity needs are expected to be met by cash from operations and on hand, while long-term needs (acquisitions, major renovations, debt retirements) will require additional debt and equity offerings[160][161] Cash Flow Activity Summary | Cash Flow Activity | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Operating activities | $6,676 thousand | $6,252 thousand | | Investing activities | $(9,680) thousand | $(22.2) million | | Financing activities | $5,543 thousand | $19.9 million | - Net cash provided by operating activities increased due to higher revenues and lower prepaid payments, while net cash used in investing activities decreased due to lower capital spending on Dean Street and Flatbush Gardens[166][167] - Net cash provided by financing activities decreased significantly from $19.9 million in 2024 to $5,543 thousand in 2025, primarily due to reduced borrowings for the Dean Street development[168] Income Taxes This section explains the company's income tax status as a REIT and its implications for federal income tax liability - No provision for income taxes has been made as the Company operates as a REIT and holds operations in pass-through entities, generally not subject to federal income tax on distributed income[169][170] Inflation This section discusses the impact of inflation on the company's costs and its ability to mitigate these effects through lease structures - Inflation has increased property acquisition, development, replacement, and operating costs. The Company's residential leases are short-term, allowing for rent increases, and commercial/retail leases generally permit recovery of increased operating costs[171] Non-GAAP Financial Measures This section defines and reconciles non-GAAP financial measures used by the company to assess its operating performance and financial health - The Company uses non-GAAP financial measures including Funds From Operations (FFO), Adjusted Funds From Operations (AFFO), Adjusted Earnings Before Interest, Income Taxes, Depreciation and Amortization (Adjusted EBITDA), and Net Operating Income (NOI) to provide additional insights into operating performance[173][174] Metric Summary | Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net loss (GAAP) | $(35.103) million | $(2.666) million | | FFO | $(27.467) million | $4,713 thousand | | AFFO | $8,020 thousand | $5,899 thousand | | Adjusted EBITDA | $19.120 million | $17.180 million | | NOI | $21.802 million | $20.170 million | - FFO and AFFO are used to evaluate property acquisitions and funds available for distributions, while Adjusted EBITDA provides an operating perspective, and NOI measures core property performance and trends[177][181][183] Critical Accounting Policies This section confirms that there have been no material changes to the company's critical accounting policies since its last annual report - Management believes there have been no material changes to the critical accounting policies disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024[186] Recent Accounting Pronouncements This section directs readers to a specific note in the financial statements for information on recent accounting pronouncements - Refer to Note 2, "Significant Accounting Policies," for a discussion of recent accounting pronouncements[187] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This section outlines the Company's exposure to market risks, primarily interest rate fluctuations, and quantifies the potential impact on its financial performance - The principal market risk is related to interest rate fluctuations. A one percent change in interest rates on the $205.1 million of variable rate debt as of March 31, 2025, would impact annual net loss by approximately $2.1 million[188][189] Fair Value of Notes Payable | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------- | :------------- | :---------------- | | Fair value of notes payable | $1.217 billion | $1.210 billion | - As of March 31, 2025, there were no interest rate caps for the Company's outstanding debt[190] ITEM 4. CONTROLS AND PROCEDURES This section details the management's evaluation of the effectiveness of the Company's disclosure controls and procedures and reports on the absence of material changes in internal control over financial reporting - The Company's management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of March 31, 2025[190] - There were no changes in internal control over financial reporting during the period that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting[192] PART II – OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS This section refers to Note 7 of the condensed consolidated financial statements for a detailed discussion of legal proceedings - For information regarding legal proceedings, refer to Note 7, "Commitments and Contingencies," in the condensed consolidated financial statements[193] ITEM 1A. RISK FACTORS This section updates and reiterates the risk factors from the Company's annual report, emphasizing the significant risks associated with its dependency on commercial leases with the City of New York and related loan defaults - The Company's rental revenue is highly dependent on two commercial leases with the City of New York (NYC) at 141 Livingston Street and 250 Livingston Street, which represented approximately 22% of total revenues for Q1 2025[195][196] - The NYC lease at 250 Livingston Street terminates on August 23, 2025, and the Company faces risks of not replacing NYC as a tenant at comparable rates, incurring substantial costs, and potential adverse effects on financial condition[197] - An event of default occurred on the $125 million mortgage loan for 250 Livingston Street due to failure to deposit revenue into a cash management account, which has since been cured. However, inability to replace the NYC lease could prevent curing loan conditions[198][199] - The 141 Livingston Street lease expires on December 27, 2025. Failure to extend or replace this lease for a minimum five-year term would require funding a $10 million reserve account or delivering a letter of credit[200][202] - The mortgage notes for 141 Livingston Street have been accelerated due to alleged defaults, leading to a lawsuit by Wells Fargo Bank. The Company disputes these allegations and intends to vigorously defend against the lawsuit[203][204][205][210] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS This section states that there were no unregistered sales of equity securities or use of proceeds to report for the period - None[215] ITEM 3. DEFAULTS UPON SENIOR SECURITIES This section refers to Note 4 of the condensed consolidated financial statements for information regarding defaults upon senior securities - For information related to defaults upon senior securities, refer to Note 4, "Notes Payable," in the condensed consolidated financial statements[215] ITEM 4. MINE SAFETY DISCLOSURES This section indicates that mine safety disclosures are not applicable to the Company's operations - Not applicable[216] ITEM 5. OTHER INFORMATION This section states that there is no other information to report - None[217] ITEM 6. EXHIBITS This section lists all exhibits filed as part of the Form 10-Q, including certifications and XBRL documents - The report includes various exhibits such as Rule 13a-14(a)/15d-14(a) Certifications of Principal Executive and Financial Officers, Certifications pursuant to 18 U.S.C. Section 1350, and Inline XBRL documents[218] SIGNATURES This section contains the required signatures of the Company's authorized officers, certifying the submission of the quarterly report - The report is signed by David Bistricer, Co-Chairman and Chief Executive Officer, and Lawrence E. Kreider, Chief Financial Officer, on May 12, 2025[222]